Bitcoin Well arranges $100-million (U.S.) financing

Mr. Adam O'Brien reports BITCOIN WELL ANNOUNCES PRIVATE PLACEMENT OFFERING OF UP TO US$100 MILLION OF UNITS AND FIRST TRANCHE CLOSING FOR PROCEEDS OF APPROXIMATELY C$12.5 MILLION Bitcoin Well Inc. has arranged a private placement of up to $100-million (U.S.) (or 5,000 bitcoin) of units at a price of 10.2 Canadian cents per unit. The offering is expected to close in one or more tranches. The offering is designed to position Bitcoin Well as a leader across the bitcoin industry; giving investors access to a sizable bitcoin treasury, which is coupled with a bitcoin operating business. "Bitcoin Well has always given investors exposure to the bitcoin industry through our operations and now Bitcoin Well is enhancing that exposure," expressed Adam O'Brien, founder and chief executive officer of Bitcoin Well. "By coupling a large bitcoin treasury with our successful bitcoin financial services business, we are paving the way for the future of bitcoin treasuries in Canada and abroad." The company is also pleased to announce that it has today closed the first tranche of the offering and issued 122,471,380 units for aggregate gross proceeds of $12,492,081 (Canadian) (including 37.31 bitcoin converted using the daily rate denominated in U.S. dollars by the CME CF Bitcoin Reference on Sept. 24, 2025, and the U.S.-dollar/Canadian-dollar exchange rate published by the Bank of Canada on Sept. 24, 2025). "I am thrilled with the progress so far on the offering," continued Mr. O'Brien. "This amount allows us to grow our existing treasury by over 700 per cnet from 11 to over 75 bitcoin!" Each unit shall consist of: (i) one common share in the capital of the company; and (ii) one common share purchase warrant of the company. Each warrant will be exercisable to acquire one additional share at an exercise price of 18.75 cents for a period of two years from the closing date. The company may upsize the offering by an additional $50-million (U.S.), subject to investor demand, for aggregate gross proceeds of up to $150-million (U.S.). The company intends to use the net proceeds from the offering for further additions to its strategic bitcoin reserve, for working capital and for general corporate purposes. The company intends to enter into, subject to the approval of the TSX Venture Exchange, an investor rights agreement with Zermatt Consulting LLC, and subject to TSX-V approval and receiving disinterested shareholder approval, an additional investor rights agreement with Mr. O'Brien. The company will use commercially reasonable efforts to increase the size of its board of directors from four to seven directors at its next annual general meeting of shareholders following closing of the offering. Pursuant to the Zermatt investor rights agreement, Zermatt will be entitled to nominate two individuals as directors of the company and, if approved by disinterested shareholders, pursuant to the investor rights agreement with Mr. O'Brien, Mr. O'Brien shall have the right to nominate four individuals as directors, and Mr. O'Brien and Zermatt will be entitled to mutually nominate one further individual as a director. Subject to the approval of the TSX-V, at the meeting, the company will seek the approval of disinterested shareholders to amend the company's capital structure to consist of an unlimited number of subordinate voting shares of the company, each entitling the holder thereof to one vote per share, and an unlimited number of multiple voting shares of the company, each entitling the holder thereof to 300 votes per share, or such other number of votes as is determined prior to the meeting. At closing, each investor in the offering will enter into a voting support agreement, pursuant to which it will agree to vote in favour of the share structure amendment, the O'Brien investor rights agreement (if approval thereof is being sought at the meeting) and ancillary matters. Closing of the offering is not conditional upon the share structure amendment or approval of the Zermatt investor rights agreement. Following the share structure amendment, each holder of shares will hold subordinate voting shares, except for Mr. O'Brien (the chief executive officer of the company) and his affiliates. The share structure smendment would only be effective upon the uplisting of the company's shares to a senior exchange and will be subject to the approval of such senior exchange. At closing, each investor in the offering will also enter into a voting trust agreement pursuant to which it will agree to grant Mr. O'Brien voting rights for the appointment of directors of the company with respect to all shares held by such investor for a period of 24 months from the closing date. In connection with the offering, the company may pay finders' fees in units to certain finders, as permitted by the policies of the TSX-V. No finders' fees are payable in connection with the first tranche closing. There is no minimum number of units or minimum aggregate proceeds required to close the offering. All securities issued pursuant to the offering will be subject to a statutory hold period of four months and one day following the closing date in accordance with applicable securities laws. The offering remains subject to certain conditions, including, but not limited to, receipt of all necessary regulatory approvals, including the approval of the TSX-V. The O'Brien investor rights agreement and the share structure amendment are considered related party transactions for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. As a result, the O'Brien investor rights agreement and the share structure amendment will be subject to minority shareholder approval under MI 61-101 and the policies of the TSX-V, excluding votes required to be excluded under MI 61-101, including those of Mr. O'Brien and his affiliated entities. Details of the O'Brien investor rights agreement and the share structure amendment will be included in a management information circular that the company expects to mail to its shareholders in advance of a special meeting of shareholders, which is expected to be held before Dec. 31, 2025. About Bitcoin Well Inc. Bitcoin Well is on a mission to enable independence. The company does this by making bitcoin useful to everyday people to give them the convenience of modern banking and the benefits of bitcoin. The company likes to think of it as future-proofing money. Bitcoin Well's existing bitcoin ATM (automated teller machine) and on-line bitcoin portal business units drive cash flow to help finance this mission. We seek Safe Harbor.